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This excerpt taken from the C 8-K filed Jun 3, 2009. Contribution
Agreement”). Among other things, the Amended Contribution
Agreement amends the Contribution Agreement to provide for an “introducing
broker” structure for a period of time after the closing of the
combination. The Amended Contribution Agreement also provides that,
subject to the receipt of necessary governmental and third-party approvals, Citi
will transfer its managed futures business, which was not part of the
original transaction, to MSSB Holdings, and Morgan Stanley will pay Citi
$214.2 million in connection with this additional transfer. The
parties expect to close this additional transfer in the near
future. The foregoing description of the Amended Contribution
Agreement is qualified in its entirety by the complete text of the Amended
Contribution Agreement, a copy of which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference in its entirety.
Also on
May 31, 2009, Citi and Morgan Stanley entered into the Amended and Restated
Limited Liability Company Agreement of MSSB Holdings (the “ This excerpt taken from the C 8-K filed Jan 16, 2009. Contribution
Agreement”). Pursuant to the Contribution Agreement, Citi will
contribute its retail brokerage and futures business operated under the name
Smith Barney in the United States and Australia and under the name Quilter in
the United Kingdom into a newly formed joint venture entity, to be a Delaware
limited liability company (the “ | EXCERPTS ON THIS PAGE:
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